BriaCell closes best efforts offering of 1,449,300 shares at $3.25, raising $4.71 million gross

BriaCell Therapeutics Corp. (Nasdaq: BCTX) said in a Form 8-K filed June 3, 2026 that it has closed its best efforts offering of 1,449,300 common shares at $3.25 per share. The company received gross proceeds of $4.71 million, before placement agent fees and other offering expenses. The company had signed the Placement Agency Agreement on May 31, 2026, and a press release announced the closing on June 2, 2026.

The placement agent and its fees

ThinkEquity LLC was the sole placement agent. The company paid it a cash fee of 7.5% of the gross proceeds. The agreement also provides for a lower fee of 3.75% on the purchase price paid by certain purchasers listed in a schedule, but the 8-K reports the 7.5% rate. The filing does not give the net proceeds after those fees.

ThinkEquity also received warrants to buy 72,465 common shares. The warrants are exercisable on issuance, expire five years after the agreement date and have an exercise price of $4.0625 per share. The agreement says that price is 125% of the offering price. The warrants and the shares issuable on exercise were issued under the Section 4(a)(2) private-sale exemption.

In a best efforts offering, the placement agent agrees to try to find buyers but does not commit to buy any shares itself. So the amount raised depends on how many investors were found, and the company received the $4.71 million that the filing reports.

The filing names Cozen O'Connor LLP as placement agent counsel. It names Bennett Jones LLP as the firm that gave the Canadian legal opinion on the issuance and sale of the shares.

Use of proceeds

BriaCell intends to use the net proceeds for working capital, general corporate purposes and the advancement of its business objectives. The 8-K does not give a more specific use or a dollar figure for each purpose.

Registration and listing

The shares were sold under a Form S-3 shelf registration statement, File No. 333-276650, filed with the SEC on January 22, 2024 and declared effective on January 31, 2024. A prospectus supplement and the accompanying prospectus were filed for the offering.

The company's common shares trade on Nasdaq under BCTX, and its warrants trade under BCTXL and BCTXZ. The press release also says the shares are listed on the Toronto Stock Exchange under BCT, and that BriaCell relies on an exemption under Section 602.1 of the TSX Company Manual for certain transactions by eligible interlisted issuers.

A date error in the filing

The 8-K says the offering "closed on June 2, 2025." The 8-K carries a signature date of June 2, 2026, and the agreement is dated May 31, 2026. The 8-K itself reports the closing press release as issued on June 2, 2026, so the 2025 date appears to be an error.

The going-concern warning

The company's annual report on Form 10-K, includes an audit report for the fiscal years ended July 31, 2025 and 2024. That report has a section titled "Material Uncertainty Related to Going Concern." The financial statements are prepared on the assumption that the company can continue, and the auditor says recurring losses and an accumulated deficit raise substantial doubt about that.

The accumulated deficit was $111,755,564 at July 31, 2025, up from $85,443,697 a year earlier. The offering's gross proceeds were $4.71 million.

The company and its officers

BriaCell describes itself as an immuno-oncology-focused biotechnology company. The press release calls it a clinical-stage company developing novel immunotherapies for cancer, and the 8-K gives no clinical data.

President and Chief Executive Officer William V. Williams signed the 8-K. The 10-K was signed by Williams, by Gadi Levin as Chief Financial Officer and Corporate Secretary, and by Jamieson Bondarenko as Chairman of the Board of Directors.

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